MODINE MANUFACTURING CO — Director's Dealing 2005

Jul 29, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MODINE MANUFACTURING CO (MOD)
CIK: 0000067347
Period of Report: 2005-07-27

Reporting Person: BULLMORE ROBERT S (Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-27	Modine common stock	A	6.5204	$38.1189	Acquired	23384.2582	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option	$22.2091	2006-01-17	Modine common stock (3073)	3073	Direct
Employee stock option	$24.6497	2007-01-15	Modine common stock (3073)	3073	Direct
Employee stock option	$33.1306	2008-01-21	Modine common stock (6146)	6146	Direct
Employee stock option	$32.4594	2009-01-20	Modine common stock (6146)	6146	Direct
Employee stock option	$24.4056	2010-01-19	Modine common stock (6146)	6146	Direct
Employee stock option	$22.6972	2011-01-17	Modine common stock (6146)	6146	Direct
Employee stock option	$22.2384	2012-01-16	Modine common stock (8195)	8195	Direct
Employee stock option	$18.0894	2013-01-06	Modine common stock (4589)	4589	Direct
Employee stock option	$28.4764	2014-01-20	Modine common stock (6555)	6555	Direct
Employee stock option	$30.8194	2015-01-18	Modine common stock (4261)	4261	Direct

Footnotes

F1: This total includes 646.2260 units of Modine common stock indirectly held in the Registrant's Modine 401(k) Retirement Plan account, 345.8560 units of Modine common stock indirectly held in the Registrant's Deferred Compensation Plan account and 10,867.0146 units of Modine common stock indirectly held in the Registrant's Modine Stock Fund account.

F2: This option was previously reported as an option for 3,000 shares of common stock at an exercise price of $22.75 per share, but was adjusted to reflect the stock dividend declared by Modine on July 20, 2005 in connection with the spin off and merger of Modine's Aftermarket Business in a reverse Morris Trust transaction. As a result of the stock dividend, stock options granted by Modine were adjusted to retain their intrinsic value.

F3: This option was previously reported as an option for 3,000 shares of common stock at an exercise price of $25.25 per share. See footnote 2 for explanation.

F4: This option was previously reported as an option for 6,000 shares of common stock at an exercise price of $33.9375 per share. See footnote 2 for explanation.

F5: This option was previously reported as an option for 6,000 shares of common stock at an exercise price of 33.25 per share. See footnote 2 for explanation.

F6: This option was previously reported as an option for 6,000 shares of common stock at an exercise price of $25.00 per share. See footnote 2 for explanation.

F7: This option was previously reported as an option for 6,000 shares of common stock at an exercise price of $23.25 per share. See footnote 2 for explanation.

F8: This option was previously reported as an option for 8,000 shares of common stock at an exercise price of $22.78 per share. See footnote 2 for explanation.

F9: This option was previously reported as an option for 4,480 shares of common stock at an exercise price of $18.53 per share. See footnote 2 for explanation.

F10: This option was previously reported as an option for 6,400 shares of common stock at an exercise price of $29.17 per share. See footnote 2 for explanation.

F11: This option was previously reported as an option for 4,160 shares of common stock at an exercise price of $31.57 per share. See footnote 2 for explanation.